Incentive programmes

Incentive programmes.

Incentive programmes

Nordnet currently has the following long-term incentive programmes decided by the general meeting and exercisable 2024/2025, 2025, 2025/2026 and, 2027/2028 respectively. The total dilution upon full exercise of the two programmes that are outstanding amounts to less than 4 per cent.

Incentive programme exercisable 2023/2024

The Extra General Meeting on 28 October 2021 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 2,780,586 warrants.

  • The Company shall issue a maximum of 2,780,586 warrants.
  • The entitlement to subscribe for the warrants is granted exclusively to a wholly owned subsidiary of Nordnet ("the Subsidiary ") with the right and obligation to transfer the warrants to employees in Nordnet Group who have not terminated their employment or whose employment has not been terminated at the end of the application period.
  • The Subsidiary shall transfer the warrants to the participants at market value determined using generally accepted valuation models (Black & Scholes).
  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price of 120 percent of the average volume-weighted price during the period from and including 1 November 2021 up until and including 5 November 2021 (the “Measurement Period”). The exercise price shall, however, be no less than an amount equal to the share's nominal value.
  • If the average share price of the Nordnet share, calculated in accordance with the complete terms and conditions for the warrants, upon subscription of new shares by exercising the warrants, exceeds 180 percent of the calculated average volume-weighted prices paid for the Nordnet share on Nasdaq Stockholm during the Measurement Period, a recalculated lower number of shares to which each warrants entitles shall apply.
  • The warrants may be exercised to subscribe for shares in Nordnet during the following subscription periods:
    • from and including the day following the publication of the interim report for the period 1 January - 30 September 2024 and for a period of two weeks thereafter, but not earlier than 14 October 2024 and not later than 9 December 2024, and
    • from and including the day following the publication of the year-end report for the period 1 January – 31 December 2024 and for a period of two weeks thereafter, but not earlier than 13 January 2025 and not later than 24 March 2025
  • The number of shares that the warrants entitle to, and the exercise price may be recalculated based on, among other things, certain payments of dividend, rights issues, bonus issues, share splits or reverse share splits and certain reductions of the share capital or similar actions.
  • Upon full exercise of the 2,780,586 warrants the increase of Nordnet´s share capital would amount to SEK 13,902,93, distributed among 2,780,586 shares being issued corresponding to a dilution of approximately 1.10 percent of the total number of shares and votes of the Company.

Incentive programme exercisable 2025

The Annual General Meeting on 28 April 2022 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 2,527,806 warrants.

  • The Company shall issue a maximum of 2,527,806 warrants.
  • The entitlement to subscribe for the warrants is granted exclusively to a wholly owned subsidiary of Nordnet ("the Subsidiary ") with the right and obligation to transfer the warrants to employees in Nordnet Group who have not terminated their employment or whose employment has not been terminated at the end of the application period.
  • The Subsidiary shall transfer the warrants to the participants at market value determined using generally accepted valuation models (Black & Scholes).
  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price of 120 percent of the closing price on 6 May 2022. The exercise price shall, however, be no less than an amount equal to the share's nominal value.
  • The warrants may be exercised to subscribe for shares in Nordnet during the following subscription periods:
    • a two-week period from and including the day following the publication of the Company’s interim report for the period 1 January – 31 March 2025, but not earlier than 14 April 2025 and not later than 5 June 2025, and
    • a two-week period from and including the day following the publication of the Company’s half-yearly report for the period 1 January – 30 June 2025, but not earlier than 18 August 2025 and not later than 12 September 2025.
  • The number of shares that the warrants entitle to, and the exercise price may be recalculated based on, among other things, certain payments of dividend, rights issues, bonus issues, share splits or reverse share splits and certain reductions of the share capital or similar actions.
  • Upon full exercise of the 2,527,806 warrants the increase of Nordnet´s share capital would amount to SEK 12,639.03 distributed among 2,527,806 shares being issued corresponding to a dilution of approximately 1.0 percent of the total number of shares and votes of the Company.

Incentive programme exercisable 2026

The Annual General Meeting on 18 April 2023 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 2,500,000 warrants.

  • The Company shall issue a maximum of 2,500,000 warrants.
  • The entitlement to subscribe for the warrants is granted exclusively to a wholly owned subsidiary of Nordnet ("the Subsidiary ") with the right and obligation to transfer the warrants to employees in Nordnet Group who have not terminated their employment or whose employment has not been terminated at the end of the application period.
  • The Subsidiary shall transfer the warrants to the participants at market value determined using generally accepted valuation models (Black & Scholes).
  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price of 120 percent of the closing price on 25 April 2023. The exercise price shall, however, be no less than an amount equal to the share's nominal value.
  • The warrants may be exercised to subscribe for shares in Nordnet during the following subscription periods:
    • a two-week period from and including the day following the publication of the company’s interim report for the period 1 January – 31 March 2026, but not earlier than 13 April 2026 and not later than 5 June 2026, and
  •          a two-week period from and including the day following the publication of the company’s half-yearly report for the period 1 January – 30 June 2026, but not earlier than 17 August 2026 and not later than 31 August 2026.
  • The number of shares that the warrants entitle to, and the exercise price may be recalculated based on, among other things, certain payments of dividend, rights issues, bonus issues, share splits or reverse share splits and certain reductions of the share capital or similar actions.

Upon full exercise of the 2,500,000 warrants the increase of Nordnet´s share capital would amount to SEK 12,639.03 distributed among 2,500,000 shares being issued corresponding to a dilution of approximately 1.0 percent of the total number of shares and votes of the Company.

Incentive programme exercisable 2027/2028

The Annual General Meeting on 29 April 2024 resolved, deviating from the shareholders' preferential rights, to issue a total maximum number of 2,515,340 warrants.

  • The Company shall issue a maximum of 2,515,340 warrants.
  • The warrants shall be divided into two series. A maximum of 1,257,670 warrants shall be issued of series I ("TO 2027/2028 Series I”) and a maximum of 1,257,670 warrants shall be issued of series II ("TO 2027/2028 Series II")
  • The entitlement to subscribe for the warrants is granted exclusively to a wholly owned subsidiary of Nordnet ("the Subsidiary ") with the right and obligation to transfer the warrants to employees in Nordnet Group who have not terminated their employment or whose employment has not been terminated at the end of the application period.
  • The Subsidiary shall transfer the warrants to the participants at market value determined using generally accepted valuation models (Black & Scholes).

TO 2027/2028 Series 1

  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price of 120 percent of the closing price on 17 May 2024. The exercise price shall, however, be no less than an amount equal to the share's nominal value.
  • If Nordnet's average share price, calculated according to the complete terms and conditions for the warrants upon subscription of new shares by exercising the warrants, exceeds 190 per cent of the closing price for Nordnet's share on Nasdaq Stockholm on 17 May 2024, a recalculated lower number of shares to which each warrant entitles shall apply.
  • The warrants may be exercised to subscribe for shares in Nordnet during the following subscription periods:
    • a two-week period from and including the day following the publication of the company’s interim report for the period 1 January – 31 March 2027, but not earlier than 13 April 2027 and not later than 7 June 2027, and
    • a two-week period from and including the day following the publication of the company’s half-yearly report for the period 1 January – 30 June 2027, but not earlier than 17 August 2027 and not later than 31 August 2027.
  • The number of shares that the warrants entitle to, and the exercise price may be recalculated based on, among other things, certain payments of dividend, rights issues, bonus issues, share splits or reverse share splits and certain reductions of the share capital or similar actions.

TO 2027/2028 Series II

  • Each warrant will entitle the holder to subscribe to one (1) new ordinary share in the company at an exercise price of 120 percent of the closing price on 1 November 2024. The exercise price shall, however, be no less than an amount equal to the share's nominal value.
  • If Nordnet's average share price, calculated according to the complete terms and conditions for the warrants upon subscription of new shares by exercising the warrants, exceeds 190 per cent of the closing price for Nordnet's share on Nasdaq Stockholm on 1 November 2024, a recalculated lower number of shares to which each warrant entitles shall apply.
  • The warrants may be exercised to subscribe for shares in Nordnet during the following subscription periods:
    • a two-week period from and including the day following the publication of the company’s interim report for the period 1 January – 30 September 2027, but not earlier than 15 October 2027 and not later than 8 December 2027, and
    • a two-week period from and including the day following the publication of the company’s year-end report for the period 1 January – 31 December 2027, but not earlier than 14 January 2028 and not later than 10 March 2028.
  • The number of shares that the warrants entitle to, and the exercise price may be recalculated based on, among other things, certain payments of dividend, rights issues, bonus issues, share splits or reverse share splits and certain reductions of the share capital or similar actions.

Upon full exercise of the 2,515,340 warrants the increase of Nordnet´s share capital would amount to SEK 12,577 distributed among 2,515,340 shares being issued corresponding to a dilution of approximately 1.0 percent of the total number of shares and votes of the Company.